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HomeMy WebLinkAboutResolution #5398 - lease agreement with Jason Elwell RESOLUTION NO. q A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN JASON ELWELL AND THE CITY OF CANTON AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the City of Canton owns a lot on the corner of Chestnut Street and Main Street, common address of 100 North Main Street, Canton, Illinois; and WHEREAS, the City desires to lease this property to help bring business and commerce to the downtown business area; and WHEREAS, the City Council of the City of Canton has determined it is necessary and in the best interests of the City of Canton to enter into a lease agreement with Jason Elwell as set forth in Exhibit"A" attached hereto and incorporated herein; and NOW, THEREFORE,BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS,AS FOLLOWS: 1. The City of Canton hereby finds as fact the recitals set forth above and are incorporated herein as though fully set forth; 2. That the agreement substantially in the form as attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 3. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 4. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this day of Wuy G"A Ze , 2022,upon a roll call vote as follows: AYES:NI,Depe.,tSowS *A NAYS:NAYS: Noiu r ABSENT: 1%jet6or.1 Kent A. McDowell, Mayor AT ST: A drea J. mith-Walters, Acting City Clerk RESOLUTION NO._G 3 9 A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN JASON ELWELL AND THE CITY OF CANTON AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON,ILLINOIS. WHEREAS, the City of Canton owns a lot on the corner of Chestnut Street and Main Street, common address of 100 North Main Street, Canton, Illinois; and WHEREAS, the City desires to lease this property to help bring business and commerce to the downtown business area; and WHEREAS, the City Council of the City of Canton has determined it is necessary and in the best interests of the City of Canton to enter into a lease agreement with Jason Elwell as set forth in Exhibit"A" attached hereto and incorporated herein; and NOW, THEREFORE,BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, AS FOLLOWS: 1. The City of Canton hereby finds as fact the recitals set forth above and are incorporated herein as. though fully set forth; 2. That the agreement substantially in the form as attached hereto and incorporated herein as Exhibit"A" is hereby approved by the Canton City Council. 3. That the Mayor and City Clerk of the City of Canton, Illinois are hereby authorized and directed to execute said Agreement on behalf of the City of Canton. 4. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this day of , 2022,upon a roll call vote as follows: AYES: NAYS: ABSENT: APPR VED: UA�b GJ�0 Kent A. McDowell, Mayor AT ST: I A drea J. mith-Walters, Acting City Clerk EXHIBIT A LEASE AGREEMENT between the CITY OF CANTON, ILLINOIS and PECULIAR PROJECTS LLC, Dated as of November , 2022 Prepared by and Return to: j City of Canton 2 N. Main Street Canton, IL 61520 I� 1 LEASE AGREEMENT This Lease Agreement dated the day of November, 2022 (this "Lease" or "Agreement", is made between the City of Canton, an Illinois municipal corporation ("City" or "Lessor") and Peculiar Projects, LLC, an Illinois limited liability company, as Lessee, ("MVRBC" or"Lessee"). WHEREAS, the City owns property located at 100 N. Main Street, Canton, Illinois (the "Property"). WHEREAS, Lessee is an Illinois limited liability company that seeks space in Canton, Illinois to lease for the purpose of operating an outdoor dining area and/or restaurant. WHEREAS, Lessee desires to enter into a lease agreement with the City for the Property from January 1, 2023 through December 31, 2023. Said space would provide Lessee an area to provide outdoor seating for its restaurant located nearby. WHEREAS, the City's best interests are served by entering into a lease agreement with Lessee to provide additional dining opportunities downtown for the best interests of its citizens. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. PROPERTY DESCRIPTION: This lease is only for the "Property" located at 100 N. Main Street, Canton, Illinois 61520, and which is legally described as follows: A part of Lot 106 in the Original Town of Canton, Fulton County, Illinois described'as follows: Beginning at the Southeast corner of said Lot 106, running thence North 22 feet 6 inches, thence West 165 feet to an alley, thence South 22 feet 6 inches, thence East 165 feet to the Place of Beginning. Pin: 09-08-27-409-010 2. TERM: The term of this lease shall be for one (1) year commencing on January 1, 2023, and ending on December 31, 2023 (the "Term"). This lease shall not automatically renew at the end of the Term. Either party may terminate said lease by giving the other party sixty (60) days written notice of its intent to terminate said lease. 3. LEASE PRICE: The rent will be Ten Dollars ($10.00) per month, payable in advance or by the first of every month. If rent is not paid by the fifth (5t11) of the month, a late fee of$5.00 per day shall be added to the monthly rent until the rent is brought current. Rent is not refundable or pro-rated, except as otherwise stated herein. 2 4. USE: Lessee may use the Property for providing outdoor seating in conjunction with its restaurant or for outdoor dining purposes. No alcoholic beverages may be sold or consumed on the Property during the term of this Lease without written approval from the City and dram shop insurance coverage, naming the City as an additional insured and in amounts satisfactory to the City. Notwithstanding Paragraph 18, any sale or consumption of alcohol upon the Property shall be grounds for the City to immediately terminate this Lease. Lessee agrees not to make any alterations, additions, improvements or changes to the Property without.written consent of the City. 5. UTILITIES: Lessee shall be responsible for and pay for any and all utilities used on the Property, including, but not limited to: gas, internet, electricity, water, sewer, and garbage pick-up. 6. TAXES: Lessee shall be responsible for any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any improvements located on the Property during the Term of this Lease. The Lessee understands and acknowledges that a separate Property Index Number or Parcel Number ("PIN") may be assigned to the Property for the leasehold interest, which is different that the PIN set forth above. Lessee understands and acknowledges that the taxes for 2023 may not be due and payable until 2024 — furthermore, regardless if a new lease is entered into between the City and Lessee, Lessee shall be responsible for paying any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any.improvements located on the Property for tax year 2023. Lessee further agrees to be responsible for any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any improvements located on the Property during tax year 2022 and shall pay said taxes on or prior to the due date for same. 7. INSURANCE: Lessee may obtain insurance in its own name to cover the contents of the Property that are owned by Lessee. The City shall be held harmless and shall not be liable for any damage to the contents of the Property that are owned by Lessee. Additionally, Lessee shall obtain liability insurance to cover its employees, customers, and guests who use the Property for the purposes of this lease, and the Lessee shall include the City as an additional insured thereon. Proof of insurance, in amounts satisfactory to the City, shall be provided to the City prior to the commencement of the Term set forth above and shall provide for no less than thirty(30) days' notice of cancellation, material change, expiration or lapse of said coverage. 8. TRANSFER, ASSIGNMENT, MAINTENANCE: Lessee shall not assign, delegate, transfer, sell or otherwise dispose of(collectively, "Transfer"), in whole or in any part, any of its rights or obligations hereunder, to the Property, to any person or entity without the prior written consent of the City. Lessee shall not obtain nor allow a lien or mortgage on the Property or any property owned by the City. Lessee shall leave the Property in good, clean and shall dispose of any garbage on the Property. At the termination of this Term, Lessee shall leave the Property in the same condition as it was in at the commencement of the Term. Lessee agrees not to make any alterations, additions, improvements or changes to the Property without written consent of the City. 3 9. TERMINATION OF AGREEMENT: This Agreement and any rights granted to Lessee hereunder shall terminate on December 31, 2023, except for the Lessee's obligation to pay of taxes,which shall survive the termination date of December 31, 2023. 10. NOTICES: Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted to be given to any party shall be in writing and shall be deemed given only if delivered (or delivery is rejected) to the party personally or by certified, return receipt requested U.S. mail, with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: Lessor: City of Canton City of Canton Attention: Mayor Attn: City Attorney 2 North Main Street 2 North Main Street Canton, IL 61520 Canton, IL 61520 Lessee: r Peculiar Projects LLC ATTN: Jason Elwell 264 W. Elm Street Canton, IL 61520 11. GOVERNING LAW; CONSENT TO JURISDICTION: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, for the commencement and determination of any cause of action arising out of this agreement by the Ninth Judicial Circuit Court of Fulton County, Illinois, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in the Ninth Judicial Circuit, Fulton County, Illinois, to the fullest extent permitted by law. The Ninth Judicial Circuit Court of Fulton County, Illinois shall have sole and exclusive jurisdiction of any disputes arising out of or related to this agreement, and the Ninth Judicial Circuit Court of Fulton County, Illinois shall be the sole and exclusive venue for the resolution of any disputes arising out of or related to this Agreement. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 4 12. WAIVER OF JURY TRIAL: EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)ARISING OUT OF OR RELATING TO THIS AGREEMENT. 13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the matters covered hereby and supersedes all prior agreements and understanding with respect to such matters between the parties. 14. AMENDMENT; SUCCESSORS; COUNTERPARTS a. The terms of this Agreement shall not be altered, modified, amended, waived or supplemented in any manner whatsoever except by a written instrument signed by each of the parties. b. Except as 'otherwise set forth herein, nothing expressed or implied herein is intended or shall be construed to confer upon or to give to any Person, other than the parties, any right, remedy or claim under or by reason of this Agreement or of any term, covenant or condition hereof, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties and their successors and permitted assigns. C. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. 15. INDEMNITY: Lessee does hereby fully RELEASE, REMISE and forever DISCHARGE the City, its employees, department heads, officers, elected officials, appointed officials, alderpersons, Mayor, City Clerk, City Treasurer, insurers, attorneys, and agents (collectively "Releasees") from all manner of action and actions, cause and causes of actions, claims, demands, suits, debts, dues, damages, costs, loss of service, sums of money, accounts, bonds, bills, specialties, controversies, agreements, promises, variances, immunities, losses, trespasses, judgments, executions, expenses or compensations on account, whatsoever, whether known, unknown, foreseen unforeseen, patent or latent, in law or in equity, which Lessee may have against said Releasees, growing out of or original or arising out of any transaction, occurrence, event or incident occurring at the Leased Property, and does hereby covenant with the said City to indemnify and hold harmless the Releasees for any and all said causes of action, claims, demands, damages, costs, expenses and compensation on account of or in any way arising out of any incident during the term of this Agreement or in any way arising out of or related to this Agreement or the Lessee's use of the of Leased Property. 5 16. SEVERABILITY: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 17. RESERVED RIGHTS OF CITY: Lessee understands that if the City requires exclusive use of the Property for any public purpose, which is inconsistent with its occupancy of it, the City may terminate this lease by giving Lessee sixty (60) days written notice of its intention. Representatives of the City may come upon the Property as follows: (1)At any and all times for the purpose of inspecting. (2) To operate and maintain sewer, water, and gas pipes as well as any other utilities. (3) To do any other work necessary to maintain any City property or City structures. In the event of an emergency, the City may require exclusive use of the Property for any public purpose at that may be inconsistent with the Lessee's use of the Property. In such event, the City shall provide notice to the Lessee, and the City shall refund Lessee any rent already paid by the Lessee for the period of the City's use that was inconsistent with Lessee's use of the Property. In the event the Mayor has issued a Declaration of Local State of Emergency or otherwise believes the public health may require closing the Property to the Lessee, then the City shall provide notice to the Lessee, and the City shall refund Lessee any rent already paid by the Lessee for the period of the building closure that was inconsistent with Lessee's use of the Property. 18. DEFAULT: It is expressly agreed that time of payment and the time of performance of the obligations of the Lessee hereunder are of the essence of this Lease. (a) If Lessee shall fail to pay rent or any other payment obligation due and owing to the Lessor promptly on the date when same shall become due and payable hereunder and shall continue in default for a period of five (5) days after written notice of such failure by the Lessor sent to the Lessee by Certified U.S. Mail, Return Receipt Requested, then, in such event and is often as such default may occur, Lessor may declare a default hereunder by written notice of such default to the Lessee. (b) If Lessee shall fail to promptly keep and perform any other covenants of this Lease (other than covenants requiring a payment to the Lessor) and shall continue in default for a period of thirty (30) days after written notice thereof by the Lessor sent to.the Lessee by Certified U.S. Mail, Return Receipt Requested, then and in such event, and as often as such event shall occur, Lessor may declare a default hereunder by written notice of such default to the Lessee. 6 (c) If Lessee fails to vacate at the end of the lease term or lease has been transferred other than in accordance with the provisions in Paragraph 8, then Lessor may immediately declare a default hereunder by written notice of such default to the Lessee. (d) Upon a declaration of default as hereinabove set forth and the Lessee's failure to cure such default within the times limited herein or by such notice is given herein, Lessor may terminate this Lease and take possession of the Leased Property without further notice to Lessee, change the locks on the doors and entryways to the Leased Property, remove Lessee's personal property to a storage area at Lessee's sole expense and re-let the Leased Property to another Lessee or Lessees without such action on the Lessor's part being deemed an acceptance or surrender of this Lease in any way terminating Lessor's liability to the Lessor hereunder for all amounts and obligations due and owing to the Lessor. Any and all amounts received by the Lessor from a lease to a substitute Lessee shall be applied against any liability of the Lessee to the Lessor for any and all amounts due and owing to the Lessor hereunder. (e) Lessee shall remain liable for all payments which it is obligated to make hereunder and all other expenses and charges incident to the Lease and/or such repossession or reletting, including, but not limited to,reasonable attorney's fees, court costs, expert witness expenses and all other reasonable costs of suit thereon, less the amounts realized from any such reletting. (f) Lessor shall also have the right and option, at its election, to terminate and cancel this Lease together with all rights of the Lessee to possess, use or occupy the Leased Property, or any part thereof, in the event the Lessee's defaults are not cured in accordance with this Paragraph 17. In the event of such cancellation, Lessor shall not be required to lease the Leased Property for the account of the Lessee and Lessee shall have no further liability for rent accruing on and after the date possession is delivered to the Lessor. However, Lessee shall remain liable to Lessor for all sums due and owing to the Lessor which have accrued on or before the date possession was delivered to the Lessor. (g) Lessor is also granted the right by Lessee to dispose of Lessee's personal property removed from the premises upon written notice to the Lessee of the date and time of said sale by certified US mail, return receipt requested. Lessor is granted the right by Lessee to apply the funds from said sale first to the expenses of sale and thereafter to any other sums due and owing to the Lessor hereunder. (h) The failure of the Lessor to insist upon strict performance of any one or more occasion shall not be deemed a waiver of the Lessor's right to demand strict performance thereafter of each and every covenant contained in this Lease. 7 CITY OF CANTON, ILLINOIS By: Kent A. McDowell, Mayor Attest: Andrea J. Smith-Walters, City Clerk PECULIAR PROJECTS LLC By: Jason Elwell, Its Manager STATE OF ILLINOIS, ) )SS. COUNTY OF FULTON ) I, the undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify that JASON ELWELL personally known to me to be the same person(s) whose name(s) are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they.signed, sealed, and delivered the said instrument as their free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal, this day of , 2022. Notary Public 8 LEASE AGREEMENT between the CITY OF CANTON,ILLINOIS and PECULIAR PROJECTS LC, Dated as of November�,2022 Prepared by and Return to: City of Canton 2 N. Main Street Canton,IL 61520 1 LEASE AGREEMENT This Lease Agreement dated the day of November, 2022 (this "Lease" or "Agreement", is made between the City of Canton, an Illinois municipal corporation ("City" or "Lessor") and Peculiar Projects, LLC, an Illinois limited liability company, as Lessee, ("MVRBC"or"Lessee"). WHEREAS, the City owns property located at 100 N. Main Street, Canton, Illinois (the "Property") WHEREAS, Lessee is an Illinois limited liability company that seeks space in Canton, Illinois to lease for the purpose of operating an outdoor dining area and/or restaurant. WHEREAS, Lessee desires to enter into a lease agreement with the City for the Property from January 1, 2023 through December 31, 2023. Said space would provide Lessee an area to provide outdoor seating for its restaurant located nearby. WHEREAS, the City's best interests are served by entering into a lease agreement with Lessee to provide additional dining opportunities downtown for the best interests of its citizens. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. PROPERTY DESCRIPTION: This lease is only for the "Property" located at 100 N. Main Street, Canton, Illinois 61520, and which is legally described as follows: A part of Lot 106 in the Original Town of Canton, Fulton County, Illinois described as follows: Beginning at the Southeast corner of said Lot 106, running thence North 22 feet 6 inches, thence West 165 feet to an alley, thence South 22 feet 6 inches,thence East 165 feet to the Place of Beginning. Pin: 09-08-27-409-010 2. TERM: The term of this lease shall be for one (1) year commencing on January 1, 2023, and ending on December 31, 2023 (the "Term"). This lease shall not automatically renew at the end of the Term. Either party may terminate said lease by giving the other party sixty (60) days written notice of its intent to terminate said lease. 3. LEASE PRICE: The rent will be Ten Dollars ($10.00) per month, payable in advance or by the first of every month. If rent is not paid by the fifth (5th) of the month, a late fee of$5.00 per day shall be added to the monthly rent until the rent is brought current. Rent is not refundable or pro-rated, except as otherwise stated herein. 2 4. USE: Lessee may use the Property for providing outdoor seating in conjunction with its restaurant or for outdoor dining purposes. No alcoholic beverages may be sold or consumed on the Property during the term of this Lease without written approval from the City and dram shop insurance coverage, naming the City as an additional insured and in amounts satisfactory to the City. Notwithstanding Paragraph 18, any sale or consumption of alcohol upon the Property shall be grounds for the City to immediately terminate this Lease. Lessee agrees not to make any alterations, additions, improvements or changes to the Property without written consent of the City. 5. UTILITIES: Lessee shall be responsible for and pay for any and all utilities used on the Property, including, but not limited to: gas, internet, electricity, water, sewer, and garbage pick-up. 6. TAXES: Lessee shall be responsible for any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any improvements located on the Property during the Term of this Lease. The Lessee understands and acknowledges that a separate Property Index Number or Parcel Number ("PIN") may be assigned to the Property for the leasehold interest, which is different that the PIN set forth above. Lessee understands and acknowledges that the taxes for 2023 may not be due and payable until 2024 — furthermore, regardless if a new lease is entered into between the City and Lessee, Lessee shall be responsible for paying any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any improvements located on the Property for tax year 2023. Lessee further agrees to be responsible for any and all taxes, if any, assessed against the Property, any leaseholds on the Property, or any improvements located on the Property during tax year 2022 and shall pay said taxes on or prior to the due date for same. 7. INSURANCE: Lessee may obtain insurance in its own name to cover the contents of the Property that are owned by Lessee. The City shall be held harmless and shall not be liable for any damage to the contents of the Property that are owned by Lessee. Additionally, Lessee shall obtain liability insurance to cover its employees, customers, and guests who use the Property for the purposes of this lease, and the Lessee shall include the City as an additional insured thereon. Proof of insurance, in amounts satisfactory to the City, shall be provided to the City prior to the commencement of the Term set forth above and shall provide for no less than thirty (30) days' notice of cancellation, material change, expiration or lapse of said coverage. 8. TRANSFER, ASSIGNMENT, MAINTENANCE: Lessee shall not assign, delegate, transfer, sell or otherwise dispose of(collectively, "Transfer"), in whole or in any part, any of its rights or obligations hereunder, to the Property, to any person or entity without the prior written consent of the City. Lessee shall not obtain nor allow a lien or mortgage on the Property or any property owned by the City. Lessee shall leave the Property in good, clean and shall dispose of any garbage on the Property. At the termination of this Term, Lessee shall leave the Property in the same condition as it was in at the commencement of the Term. Lessee agrees not to make any alterations, additions, improvements or changes to the Property without written consent of the City. 3 i 9. TERNIINATION OF AGREEMENT: This Agreement and any rights granted to Lessee hereunder shall terminate on December 31, 2023, except for the Lessee's obligation to pay of taxes,which shall survive the termination date of December 31, 2023. 10. NOTICES: Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted to be given to any party shall be in writing and shall be deemed given only if delivered (or delivery is rejected) to the parry personally or by certified, return receipt requested U.S. mail, with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below: Lessor: City of Canton City of Canton Attention: Mayor Attn: City Attorney 2 North Main Street 2 North Main Street Canton,IL 61520 Canton,IL 61520 Lessee: Peculiar Projects LLC ATTN: Jason Elwell 264 W. Elm Street Canton, IL 61520 11. GOVERNING LAW; CONSENT TO JURISDICTION: This Agreement shall be governed by, and construed in accordance with,the laws of the State of Illinois. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, for the commencement and determination of any cause of action arising out of this agreement by the Ninth Judicial Circuit Court of Fulton County, Illinois, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in the Ninth Judicial Circuit, Fulton County, Illinois, to the fullest extent permitted by law. The Ninth Judicial Circuit Court of Fulton County, Illinois shall have sole and exclusive jurisdiction of any disputes arising out of or related to this agreement, and the Ninth Judicial Circuit Court of Fulton County, Illinois shall be the sole and exclusive venue for the resolution of any disputes arising out of or related to this Agreement. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 4 12. WAIVER OF JURY TRIAL: EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)ARISING OUT OF OR RELATING TO THIS AGREEMENT. 13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the matters covered hereby and supersedes all prior agreements and understanding with respect to such matters between the parties. 14. AMENDMENT; SUCCESSORS; COUNTERPARTS a. The terms of this Agreement shall not be altered, modified, amended, waived or supplemented in any manner whatsoever except by a written instrument signed by each of the parties. b. Except as otherwise set forth herein, nothing expressed or implied herein is intended or shall be construed to confer upon or to give to any Person, other than the parties, any right, remedy or claim under or by reason of this Agreement or of any term, covenant or condition hereof, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties and their successors and permitted assigns. C. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. 15. INDEMNITY: Lessee does hereby fully RELEASE, REMISE and forever DISCHARGE the City, its employees, department heads, officers, elected officials, appointed officials, alderpersons, Mayor, City Clerk, City Treasurer, insurers, attorneys, and agents (collectively "Releasees") from all manner of action and actions, cause and causes of actions, claims, demands, suits, debts, dues, damages, costs, loss of service, sums of money, accounts, bonds, bills, specialties, controversies, agreements, promises, variances, immunities, losses, trespasses,judgments, executions, expenses or compensations on account, whatsoever, whether known, unknown, foreseen unforeseen, patent or latent, in law or in equity, which Lessee may have against said Releasees, growing out of or original or arising out of any transaction, occurrence, event or incident occurring at the Leased Property, and does hereby covenant with the said City to indemnify and hold harmless the Releasees for any and all said causes of action, claims, demands, damages, costs, expenses and compensation on account of or in any way arising out of any incident during the term of this Agreement or in any way arising out of or related to this Agreement or the Lessee's use of the of Leased Property. 5 16. SEVERABILITY: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner materially adverse to either parry. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 17. RESERVED RIGHTS OF CITY: Lessee understands that if the City requires exclusive use of the Property for any public purpose, which is inconsistent with its occupancy of it, the City may terminate this lease by giving Lessee sixty (60) days written notice of its intention. Representatives of the City may come upon the Property as follows: (1)At any and all times for the purpose of inspecting. (2) To operate and maintain sewer, water, and gas pipes as well as any other utilities. (3)To do any other work necessary to maintain any City property or City structures. In the event of an emergency, the City may require exclusive use of the Property for any public purpose at that may be inconsistent with the Lessee's use of the Property. In such event, the City shall provide notice to the Lessee, and the City shall refund Lessee any rent already paid by the Lessee for the period of the City's use that was inconsistent with Lessee's use of the Property. In the event the Mayor has issued a Declaration of Local State of Emergency or otherwise believes the public health may require closing the Property to the Lessee, then the City shall provide notice to the Lessee, and the City shall refund Lessee any rent already paid by the Lessee for the period of the building closure that was inconsistent with Lessee's use of the Property. 18. DEFAULT: It is expressly agreed that time of payment and the time of performance of the obligations of the Lessee hereunder are of the essence of this Lease. (a) If Lessee shall fail to pay rent or any other payment obligation due and owing to the Lessor promptly on the date when same shall become due and payable hereunder and shall continue in default for a period of five(5)days after written notice of such failure by the Lessor sent to the Lessee by Certified U.S. Mail, Return Receipt Requested, then, in such event and is often as such default may occur, Lessor may declare a default hereunder by written notice of such default to the Lessee. (b) If Lessee shall fail to promptly keep and perform any other covenants of this Lease (other than covenants requiring a payment to the Lessor) and shall continue in default for a period of thirty (30) days after written notice thereof by the Lessor sent to the Lessee by Certified U.S. Mail, Return Receipt Requested, then and in such event, and as often as such event shall occur, Lessor may declare a default hereunder by written notice of such default to the Lessee. 6 (c) If Lessee fails to vacate at the end of the lease term or lease has been transferred other than in accordance with the provisions in Paragraph 8, then Lessor may immediately declare a default hereunder by written notice of such default to the Lessee. (d) Upon a declaration of default as hereinabove set forth and the Lessee's failure to cure such default within the times limited herein or by such notice is given herein, Lessor may terminate this Lease and take possession of the Leased Property without further notice to Lessee, change the locks on the doors and entryways to the Leased Property, remove Lessee's personal property to a storage area at Lessee's sole expense and re-let the Leased Property to another Lessee or Lessees without such action on the Lessor's part being deemed an acceptance or surrender of this Lease in any way terminating Lessor's liability to the Lessor hereunder for all amounts and obligations due and owing to the Lessor. Any and all amounts received by the Lessor from a lease to a substitute Lessee shall be applied against any liability of the Lessee to the Lessor for any and all amounts due and owing to the Lessor hereunder. (e) Lessee shall remain liable for all payments which it is obligated to make hereunder and all other expenses and charges incident to the Lease and/or such repossession or reletting, including,but not limited to, reasonable attorney's fees, court costs, expert witness expenses and all other reasonable costs of suit thereon, less the amounts realized from any such reletting. (f) Lessor shall also have the right and option, at its election, to terminate and cancel this Lease together with all rights of the Lessee to possess, use or occupy the Leased Property, or any part thereof, in the event the Lessee's defaults are not cured in accordance with this Paragraph 17. In the event of such cancellation, Lessor shall not be required to lease the Leased Property for the account of the Lessee and Lessee shall have no further liability for rent accruing on and after the date possession is delivered to the Lessor. However, Lessee shall remain liable to Lessor for all sums due and owing to the Lessor which have accrued on or before the date possession was delivered to the Lessor. (g) Lessor is also granted the right by Lessee to dispose of Lessee's personal property removed from the premises upon written notice to the Lessee of the date and time of said sale by certified US mail, return receipt requested. Lessor is granted the right by Lessee to apply the funds from said sale first to the expenses of sale and thereafter to any other sums due and owing to the Lessor hereunder. (h) The failure of the Lessor to insist upon strict performance of any one or more occasion shall not be deemed a waiver of the Lessor's right to demand strict performance thereafter of each and every covenant contained in this Lease. 7 CITY OF CANTON, ILLINOIS By: U, 4J &' Kent A. McDowell,Mayor Attest: d. ���i Andrea J.' ith-Walters, City Clerk PECOJECTS L C By: - 1\ Jaso well, Its Manager STATE OF ILLINOIS, ) )SS. COUNTY OF FULTON ) I, the undersigned, a Notary Public in and for said County in the State aforesaid, do hereby certify that JASON ELWELL personally known to me to be the same person(s) whose name(s) are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they signed, sealed, and delivered the said instrument as their free and voluntary act for the uses and purposes therein set forth. Given under my hand and notarial seal,thisday of , 202 Notary Public OFFICIAL SEAL CAROL E KOHLER NOTARY PUBLIC,STATE OF ILLINOIS MY COMMISSION EXPIRES:1010212026 8